j l morison 2013 report 2012-13.pdfannual report 2012-13 2 notice notice is hereby given that the...

ANNUAL REPORT 2012-13 ��

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BOARD OF DIRECTORS RAGHU MODY CHAIRMAN

VARUNN MODY DIRECTOR

ATUL TANDAN DIRECTOR

LT. GEN. (RETD.) K. S. BRAR DIRECTOR (upto 18th May, 2012)

SHAMSUNDER AGGARWAL DIRECTOR

SANJAY KOTHARI DIRECTOR

BANKERS CANARA BANK

BANK OF INDIA

CORPORATION BANK

AUDITORS HARIBHAKTI & CO.

CHARTERED ACCOUNTANTS

MUMBAI - 400 059

SOLICITORS KHAITAN & CO.

REGISTERED OFFICE

RASOI COURT,

20, SIR R.N. MUKHERJEE ROAD,KOLKATA - 700 001.

PHONE : (033) 22480114/5

FAX : (033) 2248 1200

WEBSITE : www.jlmorison.in

HEAD OFFICE

PENINSULA BUSINESS PARK, TOWER ‘A’,

8TH FLOOR, SENAPATI BAPAT MARG,

LOWER PAREL, MUMBAI - 400 013.

PHONE : (022) 6141 0300

FAX : (022) 2495 0317

BRANCHES

MUMBAI

KOLKATA

NEW DELHICHENNAI

WORKS

E-95/1, MIDC, WALUJ, NEAR SIEMENS FACTORY,WALUJ, AURANAGABAD - 431 136.

MAHARASHTRA.

CONTENTS

Page No.

Notice ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 2

Directors’ Report ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 4

Report on Corporate Governance ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 10

Management Discussion and Analysis Report ○ ○ ○ ○ ○ 17

Auditors’ Report ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 19

Balance Sheet ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 22

Statement of Profit and Loss ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 23

Cash Flow Statement ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 24

Notes on Financial Statement ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ ○ 25

78th Annual General Meeting of the Company will be heldon Tuesday, the 24th day of September, 2013 at 11.30 a.m. atKala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017


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NOTICENOTICE is hereby given that the 78th Annual General Meeting of the members of J. L. Morison (India) Limited will be held onTuesday, the 24th day of September, 2013 at 11.30 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017 to transact thefollowing businesses:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2013 and the Statement of Profit and Loss for theyear ended on that date and the Reports of the Directors' and the Auditors' thereon.

2. To declare dividend for the financial year ended on 31st March, 2013.

3. To appoint a Director in the place of Mr. Atul Tandan, who retires by rotation and being eligible, offers himself for re-appointment.

4. To re-appoint the Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to theconclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

By Order of the Board of Directors

Place : Mumbai Varunn ModyDate : 10th May, 2013 Director

Registered Office:

Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata - 700 001

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT ONE OR MORE PROXY TOATTEND AND VOTE, IN CASE OF POLL ONLY, INSTEAD OF HIMSELF/ HERSELF, THE PROXY NEED NOT BE A MEMBEROF THE COMPANY. THE PROXY FORM, IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTEREDOFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

2. Brief resume of the Director proposed to be re-appointed at the ensuing Annual General Meeting in terms of Clause 49 of theListing Agreement is annexed to the Notice.

3. Shareholders are requested to forward all Share Transfers and any other communication to the Registrar & Share TransferAgents (RTA) of the Company and are further requested to always quote their Folio Number in all correspondences with theCompany.

4. (a) Register of Members and the Share Transfer Books of the Company will remain closed on Monday, 23rd September,2013 and Tuesday, 24th September, 2013 (both days inclusive) for determining the name of members eligible for dividendon Equity Shares, if approved by the shareholders at the ensuing Annual General Meeting.

(b) The dividend on Equity Shares, if declared at the Annual General Meeting, will be credited / dispatched between 3rd

October, 2013 and 7th October, 2013 to those members whose names shall appear on the Company's Register ofMembers on 24th September, 2013; in respect of the shares held in dematerialized form, the dividend will be paid tomembers whose names are furnished by National Securities Depository Limited and Central Depository Services (India)Limited as beneficial owners as on that date.

5. The unclaimed dividend up to the financial year 2004-2005 has been transferred to the Investor Education and ProtectionFund (IEPF) as required under section 205-A and 205-C of the Companies Act, 1956. The Balance amount lying in UnpaidDividend Account for the financial year 2005-2006 is due for transfer to the Investor Education and Protection Fund administeredby the Central Government during the month of October, 2013. The shareholders whose dividend remained unclaimed for theaforesaid financial year and following financial years are requested to claim it immediately from the Company. Further, theShareholders are requested to note that no claim shall lie against the said fund or the Company in respect of any amountswhich remained unclaimed for a period of seven years from the date that these became first due for payment and no paymentshall be made in respect of any such claim.


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6. Shareholders seeking information on accounts are kindly requested to furnish their queries to the Company at least ten daysbefore the date of the meeting so that the information required may be made readily available at the meeting.

7. Shareholders are requested to bring their Attendance Slip along with their copy of Annual Report to the Meeting.

8. Members who hold the shares in dematerialized form are requested to bring their client ID and D.P. ID for easier identificationof attendance at the meeting.

9. The shareholders holding shares in identical order of names in more than one folio are requested to write to the Company/RTAenclosing their Share Certificates to enable the Company to consolidate their holdings in one folio for better services.

10. Members holding shares in physical form are requested to notify immediately any change in their address or bank mandatesto the Company / Registrar and Share Transfer Agents quoting their Folio Number. Members holding shares in the electronicform may update such details with their respective Depository Participants.

Details as required under Clause 49(IV)(G) of the Listing Agreement of Director seeking re-appointment at ensuingAGM:

Mr. Atul Tandan, aged 65 years, Director of the Company, is B. Tech from IIT Bombay and PGDBA from IIM Ahmedabad. Hehas rich and varied experience in Strategic Marketing.

He is also director in 3 companies viz., Bobcards Limited, Cadila Pharmaceuticals Limited and ASAPP Media Private Limited.He is the Chairman of Shareholders'/ Investors' Grievance Committee and member of Audit Committee and RemunerationCommittee of the Company.

As on 31st March, 2013, Mr. Atul Tandan holds 100 Equity Shares of the Company.

By Order of the Board of Directors

Place : Mumbai Varunn ModyDate : 10th May, 2013 Director

Registered Office:

Rasoi Court,20, Sir R. N. Mukherjee Road,Kolkata - 700 001


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JLM's own brand Division has primarily focused on developingBaby range products especially catering 0-3 years. The divisionhas shown continuous commitment towards enabling mothersto take better care of their new born babies. There have been aseries of new launches addressing needs of mothers. Few ofthem are Baby Mat, Bottle Warmer+Bag, Single and DoubleWarmer, Diaper Bag, Growth Set of Feeding Bottles, Wide MouthBottle, Softie Sippie Feeding Cup, Wide Mouth Teat, SippieFeeding Cup, Hair Brush and Comb Set, Baby Rattle, BabyWipes, Premium Rattle, Teat with Nubs, Spill Free Feeding Cup,Bath Set, Long Handle Sparkle Brush, Digital Thermometer, BPAfree Feeding bottle, Baby Booties, Shiny Astro Toothbrush, ShinyCaterpillar Toothbrush, Wonder Wheel Toy etc.

Customers have reacted positively to these products. The trustin the brand name Morisons have gone up manifold for the tradechannels.

The division also aggressively tried to communicate the benefitsof the brand with mothers by participating in events, Mother, babyand child expo, organizing Smart Mum (JLM's initiative to bringmothers together to interact with each other)

The biggest launch for Life Style Division has been Bigen "EasyN Natural". An innovative product from the house of Hoyu, Japan.This product can be applied on hair by hand, without using abrush, like hair oil. Renowned Indian actress "Juhi Chawla" hasbeen appointed as brand ambassador and decent budget hasbeen allocated to promote the brand in the Indian Market. Theinitial response is satisfactory.

Life Style Division also extended the portfolio of Coty by LaunchingSportivo, Berlin and VIP in the Indian Market. This will strengthenthe Brands presence and help JLM in growth.

During the year, the sales of Emoform - R, the toothpaste forinflamed gums & sensitive teeth recorded a good growth. Dentalconsumables and Morison Happy Smile-teeth whitening pen is aunique product which are continuously on the growth path.Lignotox- the local anesthetic has also become popular widely ina very short time at institutional level and it has been approvedby Ministry of Defence.

DIRECTORS

Lt. Gen. (Retd.) K.S. Brar, Director of the Company resignedfrom the Directorship of the Company on 18th May, 2012. TheBoard places on record its appreciation for his valuablecontribution during his tenure as a Director of the Company.

In accordance with the provisions of Section 256 of theCompanies Act, 1956 and the Articles of Association of theCompany, Mr. Atul Tandan, Director of the Company, retires byrotation and being eligible, offers himself for re-appointment.

Your Directors recommend re-appointment of Mr. Atul Tandan,as Director of the Company at the ensuing Annual GeneralMeeting of the Company.

DIRECTORS’ REPORTToThe MembersJ. L. Morison (India) Limited

Your Directors have great pleasure in presenting the 78th AnnualReport and Financial Statements of the Company for the financialyear ended on 31st March, 2013.

FINANCIAL HIGHLIGHTS (� in Lacs)

Sr. No. Particulars Current PreviousYear Year

31/03/2013 31/03/2012

1. Total Revenue (net) 11,973.27 10,741.67

2. Profit before Finance Cost,Depreciation & Amortizationexpenses and tax 409.93 235.21

3. Finance Cost 107.87 121.59

4. Depreciation and Amortizationexpenses 101.03 83.70

5. Profit before exceptional itemsand tax 201.03 29.92

6. Provision for tax 58.41 20.27

7. Profit after tax 142.62 9.65

8. Balance of profit as per lastBalance Sheet 34.05 40.26

9. Balance available for appropriation 176.67 49.91

10. Proposed dividend 13.65 13.65

11. Dividend Tax 2.21 2.21

12. Transfer to General Reserve - -

13. Transfer to Balance Sheet 160.81 34.05

DIVIDEND

Considering the financial position of the Company, your Directorsrecommend a dividend of � 1/- (10%) per share (Previous year –� 1/- (10%) per share) for the year 2012-13.

PERFORMANCE

Company's decision of addressing needs of the market byformulating different teams focused on different market segmentshave started paying rich dividends. Clear focus on the expandedportfolio has proved to be a good exercise which resulted intoincrease in turnover growth as compared to previous year's levels.

The Company has forayed more in developing own brands for along term sustenance and growth. The Company extended itsoffering within the existing product categories and introduced newvariants under its brand Fresh Valley (Air fresheners). The initialmarket response has been encouraging for this brand. The newvariants launched are Floral, Rajnigandha, Fruity and Mogra. Thisis in the sync of brand's idea of continuously offering marketnewness.


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DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of theCompanies Act, 1956, and on the basis of the information placedon record, the Directors of the Company would like to state that:

I. the applicable accounting standards have been followed andwhenever required, proper explanations relating to materialdepartures have been given;

II. the directors have selected such accounting policies andapplied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March,2013 and of the Profits of the Company for the year ended onthat date;

III. proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities;

IV. the Accounts have been prepared on a going concern basis.

PUBLIC DEPOSITS

During the year ended 31st March, 2013, the Company has notaccepted or renewed any public deposits within the meaning ofSection 58A and 58AA of the Companies Act, 1956 and rulesframed there under.

AUDITORS

M/s. Haribhakti & Co., Chartered Accountants, Mumbai, theStatutory Auditors of your Company hold office as such upto theconclusion of the ensuing Annual General Meeting and beingeligible, offer themselves for re-appointment. They have alsoconfirmed that their re-appointment, if made, would be inaccordance with the provision of Section 224 (1B) of theCompanies Act, 1956.

Your Directors recommend the re-appointment of M/s. Haribhakti& Co., Chartered Accountants, as Statutory Auditors of theCompany to hold office as such from the conclusion of the ensuingAnnual General Meeting till the conclusion of next Annual GeneralMeeting and to audit financial accounts of the Company for thefinancial year 2013-14.

STOCK EXCHANGES

The Company's shares are listed at BSE Limited, The CalcuttaStock Exchange Association Limited and the Bangalore StockExchange Limited and the Annual Listing Fees for the year 2013- 2014 has been paid to all the stock exchanges.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the provisions of Section 383A of theCompanies Act, 1956, Secretarial Compliance Certificatereceived from M/s. Manish Ghia & Associates, PracticingCompany Secretaries, Mumbai for the financial year 2012-13 isannexed herewith and forms part of this Annual Report.

CORPORATE GOVERNANCE

As required under Clause 49 of the Listing Agreement enteredinto with various stock exchanges, Management Discussion andAnalysis Report and Corporate Governance Report are annexedherewith and form part of this Report.

PARTICULARS OF CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of the nature of business activities currently being carriedout by the Company, your Directors have nothing to report asrequired under the Companies (Disclosure of Particulars in theReport of Board of Directors) Rules, 1988 with respect toConservation of Energy, Technology Absorption.

During the Financial year 2012 - 2013, total foreign exchangeused and earned was � 3,363.23 Lacs (previous year � 4,322.66Lacs) and � nil (previous year � nil) respectively.

PARTICULARS OF EMPLOYEES

No employees were in receipt of remuneration exceeding thelimits as prescribed under the provisions of Section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particularsof Employees) Rules, 1975, as amended; hence no suchparticulars are furnished.

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and wishes to placeon record, their deep appreciation for the continued support andco-operation received by the Company from the Shareholders,Bankers, Trade Partners and Employees and look forward fortheir continued support in the future as well.

For and on behalf of the Board of Directors

Place : Mumbai Raghu ModyDate : 10th May, 2013 Chairman


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Form[See Rule 3]

Compliance Certificate

Corporate Identity No. : L51109WB1934PLC088167

Authorised Share Capital : � 3,00,00,000/-

To,The Members,J. L. Morison (India) Limited20, Rasoi Court,Sir R. N. Mukherjee Road,Kolkata – 700 001

We have examined the registers, records, books and papers ofM/s. J. L. Morison (India) Limited (‘the Company’) as requiredto be maintained under the Companies Act, 1956 ('the Act') andthe rules made thereunder and also the provisions contained inthe Memorandum and Articles of Association of the Company forthe financial year ended on 31st March, 2013 ('the financialyear'). In our opinion and according to the examination carriedout by us and explanations furnished to us by the Company, itsofficers and agents, and to the best of our knowledge and belief,we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained the registers asstated in Annexure 'A' to this certificate as per theprovisions of the Act and the rules made thereunder andnecessary entries therein have been duly recorded.

2. The Company has duly filed the forms and returns as statedin Annexure 'B' to this certificate with the Registrar ofCompanies, West Bengal, Kolkata within the time asprescribed under the Act and the rules made thereunder.The Company was not required to file any documents withthe Regional Director, Company Law Board, CentralGovernment or any other authorities during the financialyear.

3. The Company, being a Public Limited Company has theminimum prescribed paid-up share capital. As on 31st

March, 2013, the paid up capital of the Company was� 1,36,50,340/- (Rupees One Crore Thirty Six Lacs FiftyThousand Three Hundred Forty only) and the restrictiveprovisions of Section 3(1)(iii) of the Act are not applicable.

4. The Board of Directors duly met 4 (four) times on 18th May,2012, 8th August, 2012, 8th November, 2012 and 7th

February, 2013 and as per information and explanationgiven by the management, proper notices were given andthe proceedings were properly recorded and signed,including the circular resolutions passed, in the MinutesBook maintained for the purpose.

5. The Company closed its Register of Members from 10th

September, 2012 to 13th September, 2012 (both daysinclusive) during the financial year and necessarycompliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year endedon 31st March, 2012 was held on 13th September, 2012 after

giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in theMinutes Book maintained for the purpose.

7. No Extra - Ordinary General Meeting was held during thefinancial year.

8. The Company has not advanced any loans to its directorsor persons or firms or companies referred to under Section295 of the Act during the financial year.

9. The Company has not entered into any contracts fallingwithin the purview of Section 297 of the Act during thefinancial year.

10. The Company has made necessary entries in the registermaintained under Section 301 of the Act.

11. The Company has appointed Mrs. Sakshi Mody, a relativeof Directors of the Company as General Manager -Corporate w.e.f. 1st April, 2012 after taking approval of theBoard of Directors at its meeting held on 31st March, 2012and approval of the shareholders was taken in the AnnualGeneral Meeting held on 13th September, 2012 as requiredunder Section 314 of the Act. The Company was notrequired to take any approval from the Central Governmentin this regard.

12. The duly constituted Committee of Directors has approvedthe issue of duplicate share certificates.

13. The Company :

(i) has delivered all the share certificates on lodgementthereof for transfer / transmission or for any otherpurpose in accordance with the provisions of the Act;

(ii) has deposited the amount of dividend declared in aseparate Bank Account on 15th September, 2012which is within five days from the date of declarationof such dividend;

(iii) has paid dividend to all members within a period of30 (thirty) days from the date of declaration and thatall unclaimed / unpaid dividend has been transferredto Un-paid Dividend Account of the Company heldwith Kotak Mahindra Bank Limited, Mumbai;

(iv) transferred a sum of � 73,466/- lying in the unclaimeddividend account pertaining to the financial year 2004-2005 to Investor Education and Protection Fund; and

(v) has duly complied with the requirements of Section217 of the Act.

14. The Board of Directors of the Company is duly constitutedand the appointment of directors retiring by rotation was dulymade. Lt. Gen. (Retd.) K. S. Brar resigned from the post ofdirector on 18th May, 2012 and Mr. Sanjay Kothari wasappointed as director in the annual general meeting held on13th September, 2012, and the Company has complied withthe provisions of the Act. Except as mentioned above, therewas no appointment of additional director, alternate directoror directors to fill casual vacancy during the financial year.

15. The appointment of Mr. Sohan Sarda as the Manager of the


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Company w.e.f. 1st April, 2012 was made in compliance withthe provisions of Section 269 read with Schedule XIII of theAct.

16. The Company has not appointed any sole selling agentduring the financial year.

17. The company was not required to obtain any approvals fromCentral Government, Regional Director, Company LawBoard, Registrar and / or other authorities prescribed underthe various provisions of the Act during the financial year.

18. The Directors have disclosed their interest in other firms /companies to the Board of Directors pursuant to theprovisions of the Act and the rules made thereunder.

19. The Company has not issued shares / debentures / othersecurities during the financial year.

20. The Company has not bought back any shares during thefinancial year.

21. The company has not issued any preference shares ordebentures hence the question of their redemption doesnot arise.

22. There were no transactions which necessitates theCompany to keep in abeyance the rights to dividend, rightsshares and bonus shares pending registration of transferof shares.

23. The Company has not invited / accepted any depositsincluding any unsecured loans during the financial yearwhich is falling within the purview of Section 58A and Section58AA of the Act read with the Companies (Acceptance ofDeposit) Rules, 1975 / the applicable directions issued bythe Reserve Bank of India / any other authorities.

24. The amount borrowed by the Company during the financialyear under review was within the borrowing limits of theCompany prescribed under Section 293(1)(d) of the Act.

25. The Company has not made any loans and investments orgiven guarantees or provided security to other bodiescorporate during the financial year.

26. The Company has not altered the provisions of itsMemorandum of Association with respect to situation of itsregistered office from one state to another during thefinancial year.

27. The Company has not altered the provisions of itsMemorandum of Association with respect to its objectsduring the financial year.

28. The Company has not altered the provisions of itsMemorandum of Association with respect to its name duringthe financial year.

29. The Company has not altered the provisions of itsMemorandum of Association with respect to its share capitalduring the financial year.

30. The Company has not altered its Articles of Associationduring the financial year.

31. There were no prosecution initiated against the Companyand no fines or penalties or any other punishment wasimposed on the Company during the financial year foroffences under the Act, except show cause notices received

from the Registrar of Companies, West Bengal, Kolkatafor certain violations under Sections 125 and 211 of theAct. The Company has filed suitable reply for show causenotice received under Section 125 and compoundingapplication in response to the show cause notice receivedunder Section 211 of the Act.

32. The Company has not received any money as security fromits employees during the financial year.

33. The Company has deposited both employees' andemployers' contribution to Provident Fund with prescribedauthorities pursuant to Section 418 of the Act.

For Manish Ghia & Associates Company Secretaries

Manish L. Ghia Partner

M. No. FCS 6252 C. P. No.3531

Place : MumbaiDate : 10th May, 2013

ANNEXURE “A”

Registers as maintained by the Company

1) Register of Charges under Section 143 of the Act.

2) Register of Members under Section 150 of the Act.

3) Index of Members under Section 151 of the Act.

4) Register and Returns under Section 163 of the Act(including copies of all annual returns prepared underSection 159 & Section 160 of the Act)

5) Minutes Book of the Meetings of Board of Directors,Committees of the Board and General Meetings underSection 193 of the Act.

6) Books of accounts u/s 209 of the Act.

7) Register of Contracts and Disclosure of Directors' Interestunder Section 301 of the Act.

8) Register of Directors/ Managing Director/ Manager/Secretary under Section 303 of the Act.

9) Register of Directors' shareholdings under Section 307 ofthe Act.

10) Register of Investments or loan made or guarantee giveunder Section 372A of the Act.

11) Register of Shareholders' / Proxys' Attendance.

12) Register of Directors’ Attendance

13) Register of Shareholders’ Attendance.

14) Register of Renewal, Split, Consolidation and DuplicateShare Certificates.

15) Register of Share Transfers / transmission


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ANNEXURE “B”

Forms, returns and applications filed by the Company during the financial year ended on 31st March, 2013:

A. With the Registrar of Companies, West Bengal, Kolkata:

Sr. Form Relevant Description Date of filing Whether filed If delay in filingNo. No. Section / within whether

Rule prescribed requisitetime additional fee

Yes/No paidYes / No / N.A.

1. 32 303 (2) Particulars for appointment of Mr. Sohan 19th April, 2012 Yes N.A.Sarda as Manager of the Company for aperiod of 5 years w.e.f. 1st April, 2012.

2. 8 125 Particulars for creation of Charge of � 80 24th April, 2012 Yes N.A.Lacs in favour of Tata Capital FinancialServices Limited on 27 th March, 2012(Charge ID 10349631).

3. 23 192 Particulars of the appointment of Mr. Sohan 26th April, 2012 Yes N.A.Sarda as Manager of the Company for aperiod of 5 years w.e.f. 1st April, 2012.

4. 25C 269 (2) Return of appointment of Mr. Sohan Sarda 2nd May, 2012 Yes N.A.as Manager of the Company for a period of5 years w.e.f. 1st April, 2012.

5. 32 303 (2) Particulars of resignation of Lt. Gen. (Retd.) 23rd May, 2012 Yes N.A.K. S. Brar from the post of Director w.e.f. 18th

May, 2012.

6. 8 125 Particulars of modification of Charge in 30th May, 2012 Yes N.A.favour of Canara Bank by reducing the creditfacilities to � 4,850 Lacs(Charge ID 80016543).

7. 8 125 Particulars of modification of Charge in 30th May, 2012 Yes N.A.favour of Canara Bank by reducing the creditfacilities to � 4850 Lacs(Charge ID 10063403).

8. 5INV Rule 3 Statement of unclaimed and unpaid dividend 30th July, 2012 Yes N.A.of IEPF as on Annual General Meeting held on 5th

(Uploa- August, 2011.ding of

informa-tion

regardingunpaid andunclaimedamountslying withCompan-

ies) Rules,2012.

9. 66 383A Compliance Certificate for the financial year 18th September, 2012 Yes N.A.ended on 31st March, 2012.


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Sr. Form Relevant Description Date of filing Whether filed If delay in filingNo. No. Section / within whether

Rule prescribed requisitetime additional fee

Yes/No paidYes / No / N.A.

10. 32 303 (2) Particulars of appointment of Mr. Sanjay 20th September, 2012 Yes N.A.Kothari as Director of the Company in theAnnual General Meeting held on 13th

September, 2012.

11. 23 192 Particulars of special resolutions passed in 22nd September, 2012 Yes N.A.Annual General Meeting on 13th September,2012 for:i. appointment of Mr. Sohan Sarda as

Manager for a period of 5 years w.e.f.1st April, 2012; and

ii. appointment of Mrs. Sakshi Mody, relativeof Directors of the Company as GeneralManager - Corporate of the Companyw.e.f. 1st April 2012.

12. 20B 159 Schedule - V (Annual Return) as on the date 19th October, 2012 Yes N.A.of Annual General Meeting i.e. 13th September,2012.

13. 1INV 205C Particulars of transfer of unclaimed / unpaid 6th November, 2012 Yes N.A.Dividend of � 73,466/- pertaining to financialyear 2004-2005 to the Investor Educationand Protection Fund.

14. 17 138 Particulars of satisfaction of charge created 31st December, 2012 Yes N.A.in favour of ICICI Bank Limited for � 37 Lacsw.e.f. 4th December, 2012 (Charge ID 10063941)

15. 23AC 220 Schedule - VI (Annual Accounts) for the 11th January, 2013 Yes N.A.& financial year ended 31st March, 2012.

23ACAXBRL

16. 61 621A Application for Compounding of offence u/s 31st January, 2013 Yes N.A.211 as per show cause notice No. ROC/SCN/S-211/88167/279 dated 31st December, 2012received from Registrar of Companies,Kolkata.

17. 23AA 209 (1) Notice to RoC of the particulars of address 13th Febuary, 2013 Yes N.A.at which books of accounts are maintainedby the Company w.e.f. 7th February, 2013.

B. With the Office of the Regional Director, Eastern Region Bench at Kolkata: Nil

C. With the Office of the Central Government at New Delhi: Nil

D. With any other Authorities as prescribed under the Act : Nil


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REPORT ON CORPORATE GOVERNANCE1. COMPANY’S PHILOSOPHY ON CODE OF CONDUCT

The Company is committed to benchmarking itself with the best in all areas including Corporate Governance. The Company'sphilosophy of Corporate Governance is aimed at strengthening the confidence among shareholders, customers, employeesand ensuring a long - term relationship of trust by maintaining transparency and disclosures. The Company believes in maintaininghighest standards of quality and ethical conduct, in all the activities of the Company.

2. BOARD OF DIRECTORS

a) Composition:

The Board of Directors provides strategic direction and thrust to the operations of the Company. As on 31st March, 2013,the Board of Directors comprised of total five Directors, out of which three are Independent Directors and two are Non-Executive Non Independent Directors. The Company complies with the norms prescribed under Clause 49 of the ListingAgreement for constitution of Board of Directors.

None of the Independent Directors has any other material pecuniary relationship or transaction with the Company, itsPromoters, its Directors, its senior management, which would affect their independence.

Further, none of the Directors on the Board is a member of more than 10 Committees and Chairman in more than 5Committees, across all companies in which they are director.

b) Board Procedure:

The agenda is prepared in consultation with the Chairman of the Board and the Chairman of the other committees. Theagenda for the meetings of the board and its committees, together with the appropriate supporting documents, arecirculated well in advance of the meeting.

Matters discussed at Board meeting generally relates to Company's performance, quarterly /half yearly results of theCompany, review of the reports of the Internal Auditors, Audit Committee and compliances with their recommendations,suggestions, non compliance of any regulatory, statutory or listing requirements etc.

c) Attendance at the Board Meetings and the last Annual General Meeting:

The Board Meeting dates are decided well in advance and communicated to Directors to enable them to plan for theirschedule in order to attend the meetings.

During the year under review, the Board of Directors met 4 (Four) times viz. 18th May, 2012, 8th August, 2012, 8th November,2012 and 7th February, 2013.

The details of composition and category of Directors, their attendance at each Board meeting held during the financialyear 2012-2013 and at the last Annual General Meeting, their directorships in other companies and membership /chairmanship in committees are as follows:

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�� 1�$2 $-1. The directorship held by directors as mentioned above do not include Alternate Directorships and Directorships of

Foreign Companies, Section 25 Companies and Private Companies except of the director who has resigned duringthe year and for whom details as on 31st March, 2013 are not available.

2. Membership/Chairmanship of only the Audit Committee and Share Transfer and Investor Grievance Committee ofall public Limited Companies have been considered.


11

3. AUDIT COMMITTEEAs on 31st March, 2013, the Committee comprised of three independent Directors having financial background and knowledgein the business of the Company.

The Audit Committee met four times viz. 18th May, 2012, 8th August, 2012, 8th November, 2012, 7th February, 2013 during theyear under review. The number of meetings attended by each member during the year ended 31st March, 2013 is asfollows: Name of the member Designation No. of Meetings

Held AttendedMr. Sanjay Kothari Chairman 4 4Mr. Atul Tandan Member 4 4Mr. Shamsunder Aggarwal (w.e.f. 18th May, 2012) Member 4 -Lt. Gen. (Retd.) K.S. Brar (Upto 18th May, 2012) Member NA NA

Mr. Sohan Sarda, General Manager - Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as Secretary to the Committee.

The terms of reference of this Committee are wide. Besides having access to all the required information from within theCompany, the Committee acts as a link between the Statutory and Internal Auditors and the Board of Directors of the Company.The brief description of terms of reference are as follows:• Overseeing the Company's financial reporting process and the disclosure of its financial information to ensure that the

financial statement is correct, sufficient and credible.• Reviewing with management, the annual financial statements before submission to the Board for approval with particular

reference to:� Matters required to be included in the Directors' Responsibility Statement are included in the Directors' Report in

terms of clause (2AA) of Section 217 of the Companies Act, 1956.� Changes, if any, in accounting policies and practices and reasons for the same.� Major accounting entries involving estimates based on the exercise of judgment by the management.� Significant adjustments made in the financial statements arising out of audit findings.� Compliance with listing and other legal requirements relating to financial statements.� Disclosure of related party transactions.� Qualifications in draft audit report.

• Review with management quarterly/half yearly/yearly financial statements before submission to the Board for approval.• Recommending the appointment/re-appointment/removal of statutory auditors, fixation of audit fees and also approval

of payments for any other services.• Reviewing with management, Statutory and internal auditor's adequacy of the internal control systems.• Discussing with internal and statutory auditors of any significant findings and follow-up thereon and reviewing the reports

furnished by them.• Reviewing the Company's financial and risk management policies.• Compliance with the Stock Exchanges and legal requirements concerning financial statements.• Carrying out such other function as may be specifically referred to the Committee by the Board of Directors and/ or other

Committees of Directors of the Company.

4. REMUNERATION COMMITTEEThe broad terms of reference of the remuneration committee are to recommend the Company's policy on remunerationpackages for the Managing Director / Executive Directors, reviewing the structures, design and implementation of remunerationpolicy in respect of key management personnel.During the financial year 2012-13, no Remuneration Committee meeting was held.The Remuneration Committee comprises as follows: Name of the member DesignationMr. Shamsunder Aggarwal Chairman (w.e.f. 18th May, 2012)Mr. Atul Tandan MemberMr. Sanjay Kothari (w.e.f. 18th May, 2012) MemberLt. Gen. (Retd.) K.S. Brar (Upto 18th May, 2012) Chairman


12

Mr. Sohan Sarda, General Manager - Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as Secretary to the Committee. None of the Non - Executive Directors are being paid any remuneration except sittingfees.Details of remuneration/Sitting fees/ paid to Directors during the year ended 31st March, 2013 and shares held by them on thatdate are as follows:

Name of Director Salary Perquisites or Contribution to PF Stock Sitting fees No. of shares�� Allowances �� & others �� option �� held

Mr. Raghu Mody Nil Nil Nil Nil 30,000 250Mr. Atul Tandan Nil Nil Nil Nil 60,000 100Mr. Varunn Mody Nil Nil Nil Nil 20,000 135Mr. Shamsunder Aggarwal Nil Nil Nil Nil Nil NilMr. Sanjay Kothari Nil Nil Nil Nil 60,000 Nil

5. INVESTORS’ GRIEVANCE CUM SHARE TRANSFER COMMITTEE

The Investors' Grievance cum Share Transfer Committee met four times viz. 18th May, 2012, 8th August, 2012, 8th November, 2012,7th February, 2013 during the year under review. The composition of the Investors' Grievance cum Share Transfer Committee as on31st March, 2013 and the number of meetings attended by each member during the year ended on that date is as follows:

Name of the Member Designation No. of MeetingsHeld Attended

Mr. Atul Tandan Chairman 4 4(w.e.f. 18th May, 2012)

Mr. Raghu Mody Member 4 3Mr. Sanjay Kothari Member 4 4Lt. Gen. (Retd.) K.S. Brar (Upto 18th May, 2012) Chairman NA NA

Mr. Sohan Sarda General Manager- Finance & Compliance Officer (Manager under Companies Act, 1956) of the Companyacts as Secretary to the Committee.

The Committee meets as and when required to deal with the matters relating to monitoring and redressal of complaints fromshareholders relating to transfer, non -receipt of Annual Report, etc.

The Committee is also empowered to consider and approve the physical transfers, transmissions, transposition, issue ofduplicate certificates, consolidation / split / renewal of share certificates etc.

At the beginning of the year Received during the year Resolved during the year Pending- 60 60 -

Name and Designation of Compliance Officer

Mr. Sohan Sarda, General Manager - Finance (Manager under Companies Act, 1956) is the Compliance Officer of the Company.

6. GENERAL BODY MEETINGS

The details of last three Annual General Meetings are given below :

Financial Year Date of AGM Time Location of the meeting

2009 – 2010 9th September, 2010 11.30 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

2010 – 2011 5th August, 2011 12.00 Noon Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

2011 - 2012 13th September, 2012 11.00 A.M. Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017

Details of Special Resolutions passed in last three Annual General Meetings:

AGM held on 9th September, 2010: No special resolution passed.

AGM held on 5th August, 2011: For alteration of Articles of Association of the Company.

AGM held on 13th September, 2012:

a) For approving the appointment of Mr. Sohan Sarda as Manager of the Company.

b) For approving the appointment of Mrs. Sakshi Mody, Relative of Directors as General Manager-Corporate of the Company.

No special resolution was passed through Postal Ballot during the financial year 2012-13. None of the business proposed tobe transacted in the ensuing Annual General Meeting require a special resolution passing through Postal Ballot.


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7. DISCLOSURES

a) Related party transactions:Related party transactions are defined as transactions of the Company of material nature had with promoters, directorsor with their relatives etc.

The transactions with the related parties, as per the requirements of the Accounting Standard 18, are disclosed in Noteson Accounts, forming part of the Annual Report.

None of the transactions with any of the related parties were in conflict with the interest of the Company.

b) Compliance by the Company:

The Company has complied with the requirements of the Stock Exchanges, SEBI and other statutory authorities on allmatters relating to capital market during the last three years. No penalties or strictures have been imposed on theCompany by the Stock Exchanges, SEBI or other Statutory Authorities.

Though there is no formal Whistle-Blower Policy, the Company takes cognizance of complaints made and suggestionsgiven by the employees and others. Even anonymous complaints are looked into and whenever necessary, suitablecorrective steps are taken. None of the employees were denied to access the Audit Committee.

The Company has laid down a Code of Conduct for the Directors, Senior Management Personnel and Employees of theCompany. The code has been posted on the website of the Company. A declaration to the effect that the Directors,Senior Managerial personnel and employees have adhered to the same, signed by Mr. Varunn Mody, Director of theCompany forms part of this Annual Report, which along with the certificate from Auditors of the Company on complianceof Clause 49 of the Listing Agreement by the Company is annexed to this Annual Report.

c) Disclosure of Accounting treatment:

In the preparation of the financial statement the Company has followed accounting standards issued by Institute of theChartered Accountants of India to the extent applicable.

d) Disclosure of Risk management:

The Company has initiated the risk assessment and minimization procedure.

e) CEO / CFO Certification:A certificate from Mr. Varunn Mody, Director and Mr. Sohan Sarda, General Manager - Finance & Compliance Officer(Manager under Companies Act, 1956) on the financial statements of the Company for year ended 31st March, 2013 wasplaced before the Board.

f) Review of Directors’ Responsibility Statement:

The Board in its report has confirmed that the annual accounts for the year ended 31st March, 2013 have been preparedas per applicable Accounting Standards and policies and that sufficient care has been taken for maintaining adequateaccounting records.

8. MEANS OF COMMUNICATION

The Company's quarterly / half yearly/Annual results are published in news papers viz. Financial Express (English) and Aajkal(Bengali). Half yearly reports are not being sent to each household of shareholders. These results are displayed on theCompany's website: www.jlmorison.in under investor section. Presentations made to Analysts are also displayed on the websiteof the Company.

Management Discussion and Analysis is a part of this Annual Report.

9. GENERAL INFORMATION FOR SHAREHOLDERS

a) Date, time and venue of ensuing Annual General Meeting: Date : 24th September, 2013

Time : 11.30 a.m.

Venue : Kala Kunj, 48, Shakespeare Sarani, Kolkata – 700 017

b) Financial Calendar (2013 - 2014): i) First Quarterly Results - by 14th August, 2013

ii) Second Quarterly Results - by 14th November, 2013

iii) Third Quarterly Results - by 14th February, 2014

iv) Fourth Quarterly / Yearly Results - by 30th May, 2014

c) Date of Book Closure: 23rd September, 2013 to 24th September, 2013 (both days inclusive)

d) Dividend payment date: Credit/dispatch between 3rd October, 2013 and 7th October, 2013

e) Listing on Stock Exchanges: 1. BSE Limited, P. J. Towers, Dalal Street, Fort, Mumbai – 400 001

2. The Calcutta Stock Exchange Association Limited, 7, Lyons Range, Kolkata – 700 001

3. Bangalore Stock Exchange Limited, Stock Exchange Towers, No. 51, 1st Cross,J. C. Road, Bangalore – 560 027


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f) Stock Code: BSE Ltd. – 506522g) ISIN for NSDL & CDSL: INE430D01015

h) Stock Market Price Data: The monthly high and low quotations of shares traded on the BSE Limited,Mumbai during each month in financial year 2012 - 2013 are as follows:

Month Volume* Price of shares of the BSE Sensex*(No. of Shares) Company at BSE (�)*

High Low High Low

April - 2012 22359 394.80 352.05 17,664.10 17,010.16

May - 2012 8934 406.00 365.00 17,432.33 15,809.71

June - 2012 5423 433.00 385.00 17,448.48 15,748.98

July - 2012 10974 436.50 385.00 17,631.19 16,598.48

August - 2012 4359 422.40 390.05 17,972.54 17,026.97

September - 2012 2507 440.00 391.25 18,869.94 17,250.80

October - 2012 1754 462.00 398.10 19,137.29 18,393.42

November- 2012 17530 436.90 392.00 19,372.70 18,255.69

December - 2012 1727 420.00 393.30 19,612.18 19,149.03

January - 2013 2223 425.00 395.00 20,203.66 19,508.93

February - 2013 3673 425.25 390.20 19,966.69 18,793.97

March - 2013 1528 422.00 375.50 19,754.66 18,568.43

*Source: www.bseindia.com

i) Share Transfer System:

All shares sent or transferred in physical form are registered by the Registrar and Share Transfer Agents (RTA) within 15 daysof the lodgment, if documents, are found in order. Shares under objection are returned within two weeks. All requests fordematerialization of shares processed and the confirmation is given to the respective depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) within 15 days.


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j) Category wise distribution of Equity shareholding as at 31st March, 2013:

Category Number of Percentage ofshares held Shareholding (%)

(A) Shareholding of Promoter and Promoter Group

(1) Indian(a) Individuals/ Hindu Undivided Family 385 0.03

(b) Central Government/ State Government(s) - -

(c) Bodies Corporate 9,57,097 70.11

(d) Financial Institutions/ Banks - -

(e) Trust 25,200 1.85

Sub-Total (A)(1) 9,82,682 71.99

(2) Foreign(a) Individuals (Non-Resident Individuals/ Foreign Individuals) - -

(b) Bodies Corporate - -

(c) Institutions - -

(d) Any other (specify) - -

Sub-Total (A)(2) - -

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) 9,82,682 71.99

(B) Public shareholding

(1) Institutions - -

Sub-Total (B)(1) - -

(2) Non-institutions(a) Bodies Corporate 1,26,745 9.29

(b) Individuals -

i. Individual shareholders holding nominal share capital up to ��1 lac. 1,88,077 13.78

ii. Individual shareholders holding nominal share capital in excess 66,508 4.87

of ��1 lac.

(c) Non Resident Indians 1,022 0.07

(d) Foreign Corporate Bodies - -

Sub-Total (B)(2) 3,82,352 28.01

Total Public Shareholding (B)= (B)(1) +(B)(2) 3,82,352 28.01

TOTAL (A)+(B) 13,65,034 100.00

(C) Shares held by Custodians and against which Depository Receipts have been issued - -

GRAND TOTAL (A)+(B)+(C) 13,65,034 100.00

k) Distribution of shareholding as at 31st March, 2013:

Shares Number of % of Total number Total number of % of Total number From - To shareholders of shareholders shares of shares

1 to 500 3563 97.86 149240 10.93

501 to 1000 35 0.96 27037 1.98

1001 to 5000 18 0.49 28114 2.06

5001 to 10000 5 0.14 34234 2.51

10001 & above 20 0.55 1126409 82.52

Total 3641 100.00 1365034 100.00


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l) Dematerialization of shares and liquidity:

About 95.74% shares have been dematerialized as on 31st March, 2013. The Equity Shares of the Company are traded onBSE Limited, The Calcutta Stock Exchange Association Limited and Bangalore Stock Exchange Limited.

The Company has paid the Listing fees for the year 2013 - 2014 to all the stock exchanges on which its shares are listed.

m) Outstanding ADRs, GDRs, Warrants or any convertible instruments, conversion date and impact on Equity:

Your Company has not issued any ADRs, GDRs, warrants or any convertible instruments during the financial year ended 31st

March, 2013.

n) Registrar and Share Transfer Agents:

Datamatics Financial Services Ltd.

Plot No.B-5,Part B, Cross Lane,MIDC, Marol, Andheri (East),Mumbai – 400 093.Phone : (022) 6671 2151Fax : (022) 6671 2161e-mail : [email protected]

o) Address for Investors’ Correspondence:

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address, non-receipt ofdividend or any address, non-receipt of dividend or any other query relating to shares, please write to:

J. L. Morison (India) Limited Datamatics Financial Services Ltd.

Peninsula Business Park, Tower "A", Plot No. B-5, Part B, Cross Lane,8th Floor, Senapati Bapat Marg, MIDC, Marol, Andheri (East),Lower Parel, Mumbai – 400 013. Mumbai – 400 093.Phone : (022) 24975031- 33 Phone : (022) 6671 2151Fax : (022) 24950317 Fax : (022) 6671 2161e-mail : [email protected] e-mail : [email protected]

[email protected]

DECLARATION

It is hereby declared that all the Board Members, Senior Management Personnel and Employees of the Company have affirmedadherence to and compliance with the Code of Conduct laid down by the Company during the year ended 31st March, 2013.

For J. L. Morison (India) Limited

Varunn ModyDirector

Place : MumbaiDate : 10th May, 2013


17

AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

To The Members of

J. L. MORISON (INDIA) LIMITED

We have examined the compliance of conditions of Corporate Governance by J.L. MORISON (INDIA) LIMITED for the yearended on 31st March, 2013, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of theCorporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Companyhas complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

For Haribhakti & Co. Chartered Accountants

Firm Registration No. 103523W

Atul Gala Partner

Membership No.: 048650

Place : MumbaiDated : 10th May, 2013

Overall Review

Indian FMCG Sector

Fast Moving Consumer Goods (FMCG) goods are all consumableitems (other than groceries/pulses) that one needs to buy at regularintervals. These are items which are used daily, and so have aquick rate of consumption, and a high return. FMCG can broadlybe categorized into three segments which are:

1. Household items as soaps, detergents, householdaccessories, etc,

2. Personal care items as shampoos, toothpaste, shavingproducts, etc and finally

3. Food and Beverages as snacks, processed foods, tea, coffee,edible oils, soft drinks etc.

Overview

The burgeoning middle class Indian population, as well as therural sector, present a huge potential for this sector. The FMCGsector in India is at present, the fourth largest sector with a totalmarket size in excess of USD 13 billion as of 2012. This sector isexpected to grow to a USD 33 billion industry by 2015 and to awhopping USD 100 billion by the year 2025

India, Asia's third largest economy, saw urban consumers spendless in calendar year 2012 due to high inflation, muted salaryhikes, and slowing economic growth that affected both real wagesand sentiment.

The trends seen in 2012 are likely to accelerate in 2013. Growthwill come from rural dwellers who are expected to see a rise indisposable incomes due to the direct cash transfer scheme, whileurban consumers will continue to be affected by the macroeconomic environment, analysts said.

Five trends that will drive FMCG growth in 2013

1. Rural and new consumer segments

2. Sales, promotions and discounts

3. Expansion and new launches

4. Emerging segments and trade channels

5. Premiumization

Swot Analysis of FMCG Sector

Strengths:

1. Presence of established distribution networks in both urbanand rural areas

2. Low operational costs

3. Presence of well-known brands in FMCG sector

4. Favorable governmental Policy: Indian Government haspassed the policies aimed at attaining internationalcompetitiveness through lifting of the quantitative restrictions,reducing excise duties, 100 per cent export oriented units canbe set up by government approval and use of foreign brandnames etc.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


18

5. Foreign Direct Investment (FDI): Automatic investmentapproval up to 100 per cent foreign equity or 100 per cent forNRI and Overseas Corporate Bodies investment is allowedfor most of the food processing sector except malted food,alcoholic beverages and those reserved for Micro, Small andMedium Enterprises

Weaknesses:

1. Low exports levels

2. Lower scope of investing in technology and achievingeconomies of scale, especially in small sectors

Opportunities:

1. Untapped rural market, changing life style

2. Rising income levels, i.e. increase in purchasing power ofconsumers

3. Large domestic market with more population of median age 25

4. High consumer goods spending

5. India is the largest milk producer in the world, yet only around15 per cent of the milk is processed. The organized liquid milkbusiness is in its infancy and also has large long-term growthpotential. Even investment opportunities exist in value-addedproducts like desserts, puddings etc.

6. Only about 10-12 per cent of output is processed andconsumed in packaged form, thus highlighting the hugepotential

7. Export Potential

8. India is under penetrated in many FMCG categories. With risein per capita income and awareness, the growth potential ishuge.

9. Lower price and smaller packs are also likely to drive potentialup trading for major FMCG products

10. Rural demand etc.

Threats:

1. Rural demand is cyclical in nature and also depends uponmonsoon

2. Removal of import restrictions resulting in replacing of domesticbrands

3. Tax and regulatory structure

Product Range

Our Company is engaged in the trading and marketing ofdeodorants, fragrances, toiletry and personal healthcare andgrooming products, low-calorie food substitutes, medicatedtoothpaste, besides the baby care feeding bottles and accessories.We continue to launch new products in own brands and newvariants in international brands.

Business Outlook

The company continues to invest and build own brands for a longterm sustenance and growth.

Utilization of the manufacturing facility at Waluj is being constantlyevaluated. At the same time, we are evaluating some more optionsof joining hands with international leading brands.

Risks and Concerns

The Foreign Collaborator / Licensor companies, with whom J. L.Morison (India) Ltd. is associated, could always be vulnerable toMergers and Acquisitions by other larger companies as has beenthe trend in our industry internationally for the last few years.

The various agreements with our Foreign Collaborators keepcoming up for review and renewals. With the fast changingexpectations of our partners we have to keep pace with trying tomatch them. Performance is the key, and we have beenconsistently monitoring our progress. The management expectsto continue its present relations with existing partners and developnewer partnerships in the coming year.

Steep fall in rupee against major currencies is a major concernfor JLM as a big chunk of the business comes from importedproducts.

Internal Control Systems and Adequacy

The Company believes that Internal Control is necessary for goodcorporate governance. The Company has effective internal controlsystems under which Management Reports on key performanceindicators and variance analysis are made. ManagementCommittee Meetings are regularly held where these reports andvariance analysis are discussed and action plan initiated withproper follow up. The Internal Audit function also reviews theexecution of all operational units to ensure controls are adequatelyexercised. Operational Reports are tabled at Board Meetings afterbeing discussed in Audit Committee/Executive CommitteeMeetings.

HRD/Industrial Relations

The Company strives to remain as a responsive and market-drivenorganisation, which requires a very good quality of manpowerresources. It lays great emphasis on evaluating the humanresources in a fair manner and rewarding immediately for anyexceptional performance. Retaining young and talented humanresources continues to be a challenge in the present businessenvironment. We try and meet these challenges by bettermentoring, keeping a personalised organization culture, rewardinginstantly unique initiatives. As at 31st March, 2013 the Companyhas a strength of 395 employees.

Company's Financial Performance and Analysis

The Company's financial performance and analysis is alreadydiscussed in great detail in the Directors' Report, which formspart of this Annual Report.

Cautionary Statement

The statement in the Management Discussion And Analysis Reportcannot be construed as holding out any forecasts, projections,expectations, invitations, offers, etc within the meaning ofapplicable securities, laws and regulations. This Report basicallyseeks to furnish information, as laid down within the differentheadings to meet the Listing Agreement requirements.


19

To The Members of J. L. MORISON (INDIA) LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements ofJ.L. MORISON (INDIA) LIMITED ("the Company"), whichcomprise the Balance Sheet as at 31st March, 2013, theStatement of Profit and Loss and Cash Flow Statement for theyear then ended and a summary of significant accounting policiesand other explanatory information.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financialstatements that give a true and fair view of the financial position,financial performance and cash flows of the Company inaccordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 ("theAct"). This responsibility includes the design, implementation andmaintenance of internal control relevant to the preparation andpresentation of the financial statements that give a true and fairview and are free from material misstatement, whether due tofraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financialstatements based on our audit. We conducted our audit inaccordance with the Standards on Auditing issued by the Instituteof Chartered Accountants of India. Those Standards require thatwe comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidenceabout the amounts and disclosures in the financial statements.The procedures selected depend on the auditors' judgement,including the assessment of the risks of material misstatementof the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internalcontrol relevant to the Company's preparation and fairpresentation of the financial statements in order to design auditprocedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimatesmade by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and accordingto the explanations given to us, the financial statements give theinformation required by the Act in the manner so required andgive a true and fair view in conformity with the accountingprinciples generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairsof the Company as at 31st March, 2013;

(b) in the case of the Statement of Profit and Loss, of the

profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cashflows for the year ended on that date�

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order, 2003("the Order") issued by the Central Government of India interms of sub-section (4A) of Section 227 of the Act, we givein the Annexure, a statement on the matters specified inparagraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. we have obtained all the information and explanationswhich to the best of our knowledge and belief werenecessary for the purpose of our audit;

b. in our opinion proper books of account as required by lawhave been kept by the Company so far as appears fromour examination of those books;

c. the Balance Sheet, Statement of Profit and Loss, andCash Flow Statement dealt with by this Report are inagreement with the books of account;

d. in our opinion, the Balance Sheet, Statement of Profit andLoss, and Cash Flow Statement comply with theAccounting Standards referred to in subsection (3C) ofSection 211 of the Companies Act, 1956;

e. on the basis of written representations received from thedirectors as on 31st March, 2013, and taken on record bythe Board of Directors, none of the directors is disqualifiedas on 31st March, 2013, from being appointed as a directorin terms of clause (g) of sub-section (1) of Section 274 ofthe Companies Act, 1956.



Atul Gala Partner

Membership No.: 048650Place : MumbaiDated : 10th May, 2013

INDEPENDENT AUDITORS' REPORT


20

[Referred to in paragraph 1 under 'Report on Other Legal andRegulatory Requirements' in the Independent Auditors' Reportof even date to the members of J.L.MORISON (INDIA) LIMITEDon the financial statements for the year ended 31st March, 2013]

(i) (a) The Company has maintained proper recordsshowing full particulars, including quantitative detailsand situation of fixed assets.

(b) All the fixed assets have not been physically verifiedby the management during the year but there is aregular programme of verification which, in ouropinion, is reasonable having regard to the size ofthe Company and the nature of its assets. Asinformed, no material discrepancies were noticed onsuch verification.

(c) In our opinion and according to the information andexplanations given to us, a substantial part of fixedassets has not been disposed off by the Companyduring the year.

(ii) (a) The inventory has been physically verified by themanagement during the year. In our opinion, thefrequency of verification is reasonable.

(b) The procedures of physical verification of inventoryfollowed by the management are reasonable andadequate in relation to the size of the Company andthe nature of its business.

(c) The Company is maintaining proper records of inventoryand no material discrepancies were noticed on physicalverification carried out at the end of the year.

(iii) (a) As informed, the Company has not granted any loans,secured or unsecured, to companies, firms or otherparties covered in the register maintained underSection 301 of the Companies Act, 1956. Accordingly,the provisions stated in paragraph 4 (iii)(b),(c) and(d) of the order are not applicable.

(e) The Company has taken loan from a companycovered in the register maintained under Section 301of the Companies Act, 1956. The maximum amountinvolved during the year was � 6.5 Crores and theyear-end balance of loans taken from such party was� 5 Crores.

(f) In our opinion, the rate of interest and other termsand conditions for such loans, are not prima facie,prejudicial to the interest of the Company.

(g) In respect of the aforesaid loans, the Company isregular in repaying the principal amounts as stipulatedand has been regular in payment of interest.

(iv) In our opinion and according to the information andexplanations given to us, there exists an adequate internalcontrol system commensurate with the size of the Company

and the nature of its business with regard to purchase ofinventory, fixed assets and with regard to the sale of goods.During the course of our audit, we have not observed anycontinuing failure to correct weaknesses in internal controlsystem of the Company.

(v) (a) According to the information and explanations givento us, we are of the opinion that the particulars ofcontracts or arrangements referred to in Section 301of the Companies Act, 1956 that need to be enteredinto the register maintained under Section 301 havebeen so entered.

(b) In our opinion and according to the information andexplanations given to us, the transactions made inpursuance of such contracts or arrangementsexceeding value of � five lakhs have been enteredinto during the financial year at prices which arereasonable having regard to the prevailing marketprices at the relevant time.

(vi) In our opinion and according to the information andexplanations given to us, the Company has not acceptedany deposits from the public within the meaning of Sections58A and 58AA of the Act and the rules framed there under.

(vii) In our opinion, the Company has an internal audit systemcommensurate with the size and nature of its business.

(viii) We are informed that maintenance of cost records has beenprescribed by the Central Government under clause (d) ofsub section (1) of Section 209 of the Act for theactivities carried on by the Company. Further, as informedto us, the Company has stopped its manufacturing activitysince August 2008 and has applied to the centralgovernment for exemption from maintenance of costrecords and accordingly, the Company has not maintainedthe cost records.

(ix) (a) The Company is regular in depositing with appropriateauthorities undisputed statutory dues includingprovident fund, investor education and protection fund,employees' state insurance, income-tax, sales-tax,wealth-tax, service tax, customs duty, excise duty, cessand other material statutory dues applicable to it.

(b) According to the information and explanations givento us, no undisputed amounts payable in respect ofprovident fund, investor education and protectionfund, employees' state insurance, income-tax, wealth-tax, service tax, sales-tax, customs duty, excise duty,cess and other undisputed statutory dues wereoutstanding, at the year end, for a period of morethan six months from the date they became payable.

(c) According to the records of the Company, the duesoutstanding of income-tax, sales-tax, wealth-tax,service tax, customs duty, excise duty and cess onaccount of dispute, are as follows:

ANNEXURE TO INDEPENDENT AUDITORS' REPORT


21

*��&�� +�� ,��+��-�.� �� $�% ��

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(x) The Company has no accumulated losses at the end ofthe financial year and it has not incurred cash losses in thecurrent and immediately preceding financial year.

(xi) In our opinion and according to the information andexplanations given to us, the Company has not defaultedin repayment of dues to a financial institution, bank ordebenture holders.

(xii) According to the information and explanations given to usand based on the documents and records produced to us,the Company has not granted loans & advances on thebasis of security by way of pledge of shares, debenturesand other securities.

(xiii) In our opinion, the Company is not a chit fund or a nidhi /mutual benefit fund / society. Therefore, the provisions ofclause (xiii) of paragraph 4 of the Companies (Auditor'sReport) Order, 2003 (as amended) are not applicable tothe Company.

(xiv) In our opinion, the Company is not dealing in or trading inshares, securities, debentures and other investments.Accordingly, the provisions of clause (xiv) of paragraph 4of the Companies (Auditor's Report) Order, 2003 (asamended) are not applicable to the Company.

(xv) In our opinion and according to the information andexplanations given to us, the Company has not given anyguarantee for loans taken by others from banks or financialinstitutions during the year.

(xvi) In our opinion, the term loans have been applied for thepurpose for which the loans were raised.

(xvii) According to the information and explanations given to usand on an overall examination of the balance sheet of theCompany, we report that no funds raised on short-termbasis have been used for long-term investment.

(xviii)According to the information and explanation given to us,the Company has not made any preferential allotment ofshares to parties and companies covered in the registermaintained under Section 301 of the Companies Act, 1956.

(xix) The Company did not have any outstanding debenturesduring the year.

(xx) The Company has not raised money by way of public issueduring the year.

(xxi) During the course of our examination of the books andrecords of the Company, carried out in accordance withthe generally accepted auditing practices in India, andaccording to the information and explanations given to us,we have neither come across any instance of fraud on orby the Company, noticed or reported during the year, norhave we been informed of such case by the management.



Atul Gala Partner

Membership No.: 048650Place : MumbaiDated : 10th May, 2013


22

BALANCE SHEET AS AT 31ST MARCH, 2013Particulars Note No. As at As at

31st March, 2013 31st March, 2012��

I EQUITY AND LIABILITIES (1) SHAREHOLDERS’ FUNDS

(a) Share Capital 1 1,36,50,340 1,36,50,340(b) Reserves and surplus 2 71,11,60,951 69,84,85,110

72,48,11,291 71,21,35,450

(2) NON-CURRENT LIABILITIES (c) Long-term borrowings 3 28,66,352 63,50,643(d) Deferred tax liabilities (Net) 4 1,06,87,111 89,13,474(e) Other Long-term liabilities 5 35,46,300 35,53,300(f) Long-term provisions 6 30,54,328 27,01,624

2,01,54,091 2,15,19,041

(3) CURRENT LIABILITIES (g) Short-term borrowings 7 8,02,91,763 20,65,85,636(h) Trade payables 8 15,27,19,217 19,84,72,701(i) Other current liabilities 9 9,77,55,388 6,71,25,742(j) Short-term provisions 10 26,04,586 24,87,019

33,33,70,954 47,46,71,098

Total 1,07,83,36,336 1,20,83,25,589

II ASSETS (1) NON-CURRENT ASSETS

(a) Fixed assets Tangible assets 11 28,89,80,851 19,79,44,686

Intangible assets - -Capital work-in progress - -

(b) Non-current investments 12 22,13,57,563 22,13,57,563(c) Long-term loans and advances 13 9,95,31,599 6,03,59,608

60,98,70,013 47,96,61,857

(2) CURRENT ASSETS (d) Current investments 14 14,94,008 -(e) Inventories 15 19,34,44,966 17,71,77,631(f) Trade receivables 16 19,89,37,101 29,70,70,986(g) Cash and cash equivalents 17 2,72,29,970 11,72,38,343(h) Short-term loans and advances 18 4,61,28,418 13,43,45,494(i) Other current assets 19 12,31,860 28,31,278

46,84,66,323 72,86,63,732

Total 1,07,83,36,336 1,20,83,25,589SIGNIFICANT ACCOUNTING POLICIES A ACCOMPANYING NOTES FORMING INTEGRALPART OF THE FINANCIAL STATEMENTS B(1 - 37)

As per our attached report of even date For and on behalf of the Board of Directors

For Haribhakti & Co. Raghu Mody Varunn Mody Chartered Accountants Chairman Director Firm Registration No.: 103523W

Atul Gala Sanjay Kothari Atul TandanPartner Director DirectorMembership No.: 48650

Sohan SardaPlace : Mumbai GM - Finance & ManagerDate : 10th May, 2013


23

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2013Particulars Note No. Year ended Year ended

31st March, 2013 31st March, 2012��

I Revenue from operations 20 1,13,93,85,628 1,05,41,20,074

II Other Income 21 5,79,41,829 2,00,47,277

III Total Revenue (I + II) 1,19,73,27,457 1,07,41,67,351

IV Expenses

(a) Purchase of stock in trade 85,80,57,362 79,46,68,450

(b) Changes in inventories of stock in trade 22 (1,62,67,335) (5,00,46,143)

(c) Employee benefits expense 23 10,40,58,817 9,15,55,680

(d) Finance Costs 24 1,07,87,361 1,21,59,167

(e) Depreciation and amortisation expense 1,01,03,481 83,69,808

(f ) Other expenses 25 21,04,84,236 21,44,68,645

Total Expenses 1,17,72,23,922 1,07,11,75,607

V Profit Before Exceptional Items and Tax (III - IV) 2,01,03,535 29,91,744

VI Exceptional Items - -

VII Profit Before Tax (V - VI) 2,01,03,535 29,91,744

VIII Tax Expense

Current Tax (including wealth tax and income tax for earliers) 40,67,580 3,29,688

Deferred Tax 17,73,637 16,96,929

IX Profit for the year (VII - VIII) 1,42,62,318 9,65,127

X Earning per equity share of �� 10/- each

Basic 10.45 0.71

Diluted 10.45 0.71

SIGNIFICANT ACCOUNTING POLICIES A

ACCOMPANYING NOTES FORMING INTEGRALPART OF THE FINANCIAL STATEMENTS B(1 - 37)






24

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2013

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25

SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF THE FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2013A. SIGNIFICANT ACCOUNTING POLICIES:

a) Basis of Preparation:

The financial statements have been prepared to comply in all material respects with the Accounting Standards notified byCompanies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956.The financial statements have been prepared under the historical cost convention on an accrual basis. The accountingpolicy has been consistently applied by the Company.

The Company follows the mercantile system of accounting in general and recognizes income and expenditure on accrualbasis except as otherwise stated.

b) Use of Estimates:

The preparation of financial statements in conformity with generally accepted accounting principles requires managementto make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentliabilities at the date of the financial statements and the results of operations during the reporting period. Although theseestimates are based upon management's best knowledge of current events and actions, actual results could differ fromthese estimates.

c) Fixed Assets:

Fixed Assets are stated at cost (or revalued amounts, as the case may be), less accumulated depreciation/amortisationand impairment losses if any. Cost comprises the purchase price and any attributable cost of bringing the asset to itsworking condition for its intended use. Borrowing costs relating to acquisition of fixed assets which takes substantialperiod of time to get ready for its intended use are also included to the extent they relate to the period till such assets areready to be put to use.

d) Depreciation:

Depreciation is provided using the Straight Line Method at the rates prescribed under schedule XIV of the CompaniesAct, 1956.

Leasehold land/building is amortized over the lease period.

Fixed assets costing each � 5000/- or less are fully depreciated in the year of purchase.

Depreciation on the fixed Assets added/disposed off during the year provided on prorata basis.

e) Impairment of Fixed Assets:

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment basedon internal/external factor. An impairment loss is recognised whenever the carrying amount of an asset exceeds itsrecoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessingvalue in use, the estimated future cash flows are discounted to their present value at the weighted average cost ofcapital. If at the Balance Sheet date there is any evaluation that a previously assessed impairment loss no longer exists,then such loss is reversed and the asset is restated to that effect.

f) Investments:

Long term investments are stated at cost less provision for diminution in value, which is other than temporary. Currentinvestments are carried at lower of cost or fair value. In respect of current investments, the shortfall in the book valuewhen compared to market value of said investment on individual basis is charged to Revenue Account.

g) Inventory Valuation:

Traded Goods

Stock in trade are valued at lower of cost and net realizable value. For this purpose cost is determined on first in first outbasis. Cost includes cost of purchase and other direct costs incurred.

h) Foreign Currency Transactions:

The transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at thetime of the transaction. Any income or expense on account of exchange difference either on settlement or ontranslation is recognized in Statement of Profit & Loss. Monetary Assets and liabilities denominated in foreign currenciesare stated at the exchange rate prevailing on the date of the Balance Sheet.


26

i) Forward Contracts:

The premium or discount arising at the inception of forward exchange contracts is amortised as expense or income overthe life of the contract. Exchange differences on such contracts are recognised in the statement of profit and loss in theyear in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchangecontracts is recognised as income or as expense for the year.

j) Revenue Recognition:

Sale of Goods

Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer whichnormally coincides with dispatch of goods. Sales are net of returns, trade discounts, and sales tax and include exciseduty.

Interest

Revenue is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.

Commission

Commission is recognized when right to receive the same from principal is established on sale.

Dividend

Dividend Income is recognized when right to receive the same is established.

Others

Subsidiary from governments, Sales Tax assessment dues, Insurance claims are accounted for when reasonable certaintyof receipt is established.

k) Employee Benefits:

(i) Defined benefit plans

Gratuity

Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at theend of each financial year.

The Company makes annual contribution to the Employees' Group Gratuity Scheme of the Life Insurance Corporationof India, a funded defined benefit plan for qualifying employees. The scheme provides lump sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalentto 15 days salary, payable for each completed year of service or part thereof in excess of six months. Vestingoccurs upon completion of five years of service.

Actuarial gains/losses are immediately taken to Statement of Profit & Loss and are not deferred.

Leave Encashment

Leave Encashment liability is provided for on the basis of an actuarial valuation on projected unit credit methodmade at the end of each financial year.

The Company allows to encash the privilege leave up to maximum of 15 days per annum from the maximumaccumulated leaves of 84 days of qualifying employees. The company provides for unencashed portion of leave ofqualified employees at each year end and the same is unfunded.

(ii) Defined contribution plans

These are plans in which the company pays predefined amounts to separate funds and does not have any legal orinformal obligation to pay additional sums. These comprise of contributions to the employees provident fund withthe government and certain state plans like Employees State Insurance. The Company's payments to the definedcontribution plans are recognised as expenses during the period in which the employees perform the services thatthe payment covers.

l) Taxes on Income:

Income tax is accounted in accordance with AS-22 'Accounting for taxes on income', issued by The Institute of CharteredAccountants of India (ICAI), which includes current taxes and deferred taxes. Deferred income taxes reflect the impact ofthe current year timing differences between taxable income and accounting income for the year and reversal of timingdifferences of earlier year Deferred tax assets are recognised only to the extent that there is reasonable certainty thatsufficient future taxable income will be available except that deferred tax assets arising due to unabsorbed depreciation


27

and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise thesame and are recognized using the tax rates and tax laws that have been enacted or substantively enacted.

Current tax is determined as the amount of tax payable in respect of taxable income using the applicable tax ratesand tax laws for the year.

MAT credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will paynormal income tax during the specified period. In the year in which the Minimum Alternative Tax (MAT) credit becomeseligible to be recognised as an asset in accordance with the recommendations contained in Guidance Note issued bythe Institute of Chartered Accountants of India, the said asset is created by way of a credit to the Statement of Profit &Loss and shown as MAT Credit Entitlement. The Company reviews the same at each balance sheet date and writesdown the carrying amount of MAT Credit Entitlement to the extent there is no longer convincing evidence to the effectthat Company will pay normal Income Tax during the specified period.

Wealth tax is accounted in accordance with Wealth Tax Act, 1957.

m) Cash & Cash Equivalent:

Cash and Cash Equivalent comprises Cash, Fixed deposit and Short Term deposit which matured in less than threemonths.

n) Borrowing Cost:

Interest and other costs related to borrowing are considered as part of cost of qualifying fixed assets upto the date assetis ready for use. Other borrowing costs are charged to revenue.

o) Earnings Per Share:

Basic earnings per shares are calculated by dividing the net profit or loss after tax for the period attributable to equityshareholders by the weighted average number of equity shares outstanding during the period. For the purpose of calculatingdiluted earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weightedaverage number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

p) Provisions, Contingent Liabilities and Contingent Assets:

A provision is made based on a reliable estimate when it is probable that an outflow of resources embodying economicbenefits will be required to settle an obligation. Contingent liabilites, if material are disclosed by way of notes to accounts.Contingent assets are neither recognised nor disclosed in the financial statements.


28

B. NOTES ON ACCOUNTS : As at As at

31st March, 2013 31st March, 2012 ��

1 SHARE CAPITAL

AUTHORISED

30,00,000 Equity Shares of � 10 each 3,00,00,000 3,00,00,000

(Previous year 30,00,000 Equity Shares of � 10 each)

3,00,00,000 3,00,00,000

ISSUED, SUBSCRIBED AND PAID-UP

13,65,034 Equity Shares of �� 10 each, fully paid-up 1,36,50,340 1,36,50,340(Previous year 13,65,034 Equity Shares of �� 10 each, fully paid-up)

a) Rights of Equity Shareholders:

The Company has only one class of Equity Shares having a par value of � 10 per share. Each holder of equity shares isentitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed bythe Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March, 2013, the amount of per share dividend recognized as distributions to equity shareholderswas �� 1 (31st March, 2012: �� 1)

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshares held by the shareholders.

b) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period:

Particulars As at 31st March, 2013 As at 31st March, 2012Equity Shares Equity Shares

Number �� Number ��

Shares outstanding at the beginning of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340

Shares Issued during the year - - - -

Shares bought back during the year - - - -

Shares outstanding at the end of the year 13,65,034 1,36,50,340 13,65,034 1,36,50,340

c) Share held by holding/ultimate holding company and / or their subsidiaries / associates:

None of the Equity Shares are held by the holding/ ultimate holding company and/ or their subsidiaries / associates.

d) Details of shareholders holding more than 5% shares in the Company:

Name of Shareholder As at 31st March, 2013 As at 31st March, 2012

No. of % of No. of % ofShares held Holding Shares held Holding

Hindustan Composites Limited 2,72,800 19.98 2,72,800 19.98

Rasoi Limited 2,72,800 19.98 2,48,927 18.24

Looklink Finance Limited 1,13,319 8.30 1,13,319 8.30

Pallawi Resources Limited 94,600 6.93 94,600 6.93

Surdas Trading & Mfg Co Limited 78,742 5.77 78,742 5.77

e) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares boughtback during the period of five years immediately preceding the reporting date : Nil

f) Shares reserved for issue under options : Nil


29

As at As at 31st March, 2013 31st March, 2012

��

2 RESERVES AND SURPLUS Capital Reserve 23,80,00,000 23,80,00,000

23,80,00,000 23,80,00,000

General Reserve 45,70,80,288 45,70,80,288

45,70,80,288 45,70,80,288

Surplus As per last balance sheet 34,04,822 40,26,172Add: Profit for the year 1,42,62,318 9,65,127

1,76,67,140 49,91,299Less : Appropriations

Proposed Dividend on equity shares 13,65,034 13,65,034(amount per share � 1 (Previous year � 1)) Corporate Dividend Tax 2,21,443 2,21,443

Net surplus 1,60,80,663 34,04,822

Total reserves and surplus 71,11,60,951 69,84,85,110

3 LONG TERM BORROWINGS Secured

Term Loans Vehicle loans from others 28,66,352 63,50,643

Total 28,66,352 63,50,643

a) Loan taken during the financial year 2011-12 interest @ 8.11% which is payable in 36 monthly installments (principal plusinterest) of � 2,49,400/- respectively from date of the loan. The loan is secured by hypothecation of one vehicle of theCompany pertaining to business.

b) Loan taken during the financial year 2010-11 interest @ 10.37% was fully paid during the current financial year.


��

4 DEFERRED TAX LIABILITIES (NET) Deferred tax liabilities 1,53,93,943 1,29,86,980Related to fixed assets 19,09,363 24,06,963

Total Deferred tax liabilities 1,73,03,306 1,53,93,943

Deferred tax assets 64,80,469 57,70,435Disallowances under Income Tax Act, 1961 1,35,726 7,10,034

Total Deferred tax assets 66,16,195 64,80,469

Deferred tax liabilities (net) 1,06,87,111 89,13,474

5 OTHER LONG TERM LIABILITIES

Security deposits 35,46,300 35,53,300

Total 35,46,300 35,53,300


30


��

6 LONG TERM PROVISIONS

Provision for employee benefits (unfunded)

Leave encashment 30,54,328 27,01,624

Total 30,54,328 27,01,624

7 SHORT TERM BORROWINGS

Secured

Working capital loans from banks 2,18,23,477 6,48,15,945

Unsecured

Loan from Related party 5,00,00,000 -

Buyers credit arrangements 84,68,286 14,17,69,691

Total 8,02,91,763 20,65,85,636

a) Working capital loans from banks is secured against hypothecation of goods and book debts and equitable mortgage onspecific immovable properties of the Company. Average interest rate is in the range of 13.50% to 14.50%

b) Loan taken from M/s Hindustan Composites Limited is payable on demand bearing interest at the rate of 13% p.a.c) Buyers credit arrangement from bank carry the interest at LIBOR plus 83 basis points.

8 TRADE PAYABLES

Small and Medium Enterprises - -

Others 15,27,19,217 19,84,72,701

Total 15,27,19,217 19,84,72,701

Payment against supply from Micro Small and Medium Enterprises and ancillary undertaking are made in accordance with theagreed credit terms and to the extent ascertained from available information, the Company does not have any MSME creditorsbeyond the stipulated credit period.

9 OTHER CURRENT LIABILITIES

Current maturities of long-term borrowings (Note 3) 26,46,598 32,45,806

Interest accrued but not due on borrowings 18,95,859 15,45,585

Bank overdraft 63,930 4,85,357

Unpaid dividends 2,07,178 2,82,783

Salary and reimbursements 47,19,173 83,71,126

Contribution to provident fund 10,10,191 8,38,605

Advance received from customers 31,63,089 35,69,225

Advance against premises 3,00,00,000 1,89,00,000

Statutory dues 82,35,602 83,13,175

Other payables 4,58,13,768 2,15,74,080

Total 9,77,55,388 6,71,25,742

10 SHORT TERM PROVISIONS

Provision for leave encashment 10,18,109 9,00,542

Proposed dividend 13,65,034 13,65,034

Provision for corporate dividend tax 2,21,443 2,21,443

Total 26,04,586 24,87,019


31

11 FIXED ASSETS ��

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!("# !("! !("# !("! !("# !("!3��"�E��"��>��*�&�� 2?� �� 22 �� 22 2�$2 2�$2 G�� @"" �>�� $1��5 ��$1��5 ��+"��%&��)"��3��&��E��"��*�&�� 2?� ��72 ��72 2�222 7 2�222 7 G�� @"" �>�� 1$22 ��1$22 ��E��/��"��*�&�� ?� �� 158� �� 158� 2�222277 2�222277 G�� @"" �>�� $�1$9� ��$�1$9� ��*�&�� 2?� ��192129$ ��192129$ 0�9� 0�9� G�� @"" �>�� 01�919517$7 ��01�919517$7 ��E��3�&��*�&�� 2?� ��1981$�� 1981$�� 7�52 7�52 G�� @"" �>�� $19210 12�0 $19210 12�0 �� =��8�� $ % !('/3'33'0;# !('/3'33'0;#$��7��8��!;'""'!"'(<!�A��8��#(';1'1#'<("�A%�)+%.�3��.��4�*�� 2?� ��$1522 ��$1522 2�22�7 2�22�7 /�C�� @"" �>�� $51222 ��$51222 ��%��.�H��#��3��%��*�&�� 2?� ��522 ��522 5�22 5�22 /�C�� @"" �>�� 51222 ��51222 ��*��E��"��*�&�� 2?� �� 18$1522 �� 18$1522 8�� 8�� /�C�� @"" �>�� 1 51521222 �� 1 51521222 �� =��8�� $�% "'"0'<('((( "'"0'<('(((

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32


��

13 LONG TERM LOANS AND ADVANCES Unsecured, considered good Security deposits 42,82,419 5,27,12,957Prepaid Expenses 17,23,445 19,99,193Other loans and advances Loans and advances to employees 11,85,000 9,75,000Sales tax deposits 2,87,755 4,20,570Balances with statutory / Govt. Authorities 20,52,980 42,51,888Capital Advance 9,00,00,000 -

Total 9,95,31,599 6,03,59,608

14 CURRENT INVESTMENTS

Investments in Mutual Funds 14,94,008 -

Total 14,94,008 -

Details of Investments in Mutual Funds

�� *�� C�� *�=�� ,�� D��

#"��'�!("# #"��'�!("! #"��'�!("# #"��'�!("!*�3�@�*�C��@��:��>"�� 92�99� �� G�� @"" �� 18�1220 ��-�� "#;(�;;# "1'/1'((< A

15 INVENTORIES (As taken, valued and certified by the Management) Stock-in-trade - finished goods 19,34,44,966 17,71,77,631(Including in transit � 3,17,92,868 (previous year � 4,88,53,070))

Total 19,34,44,966 17,71,77,631

16 TRADE RECEIVABLES Unsecured, considered good Outstanding over six months from the date they are due for payment 97,68,628 54,87,339Others 18,91,68,473 29,15,83,647

Total 19,89,37,101 29,70,70,986

17 CASH AND CASH EQUIVALENTS Balances with Banks

In Dividend Accounts 2,07,178 2,82,783In Margin money 1,24,34,965 2,63,53,679In Current Accounts 1,37,06,031 3,90,50,493In Fixed Deposits 60,000 5,05,11,318

Cash in hand 8,21,796 10,40,070

Total 2,72,29,970 11,72,38,343

Margin money are lying with banks against bank guarantees and non fund based limits.


33


��

18 SHORT-TERM LOANS AND ADVANCES Secured, considered good Inter corporate deposit - 10,00,00,000

Unsecured, considered good Advance income tax 1,96,34,435 1,98,02,509(Net of provision for taxation � 1,92,21,036/- P.Y. � 1,57,59,507/-)Prepaid expenses 25,98,039 42,49,585Loans and advances to employees 21,66,529 16,38,990Advance from suppliers 1,78,53,844 64,15,998Balances with statutory / government authority 38,16,070 22,05,864Advance recoverable in cash or kind 59,501 32,548

Total 4,61,28,418 13,43,45,494

19 OTHER CURRENT ASSETS Interest accrued 4,13,679 21,63,854Advance to Gratuity trust 8,18,181 6,67,424

Total 12,31,860 28,31,278

For the year ended For the year ended 31st March, 2013 31st March, 2012

��

20 REVENUE FROM OPERATIONS Net Sales Sale of products 1,13,68,41,986 1,04,98,35,536

1,13,68,41,986 1,04,98,35,536Other operating revenue

Commission 23,48,142 42,79,998Miscellaneous Income 1,95,500 4,540

Total 1,13,93,85,628 1,05,41,20,074

21 OTHER INCOME Dividend

From long term investments 14,91,777 16,56,325From current investments 3,19,767 3,33,632

Profit on sale of fixed assets (Net) 4,62,79,788 -Interest income 84,46,497 1,66,30,087Rent 14,04,000 14,27,233

Total 5,79,41,829 2,00,47,277

22 CHANGES IN INVENTORIES OF STOCK-IN-TRADE Opening Stock

Stock-in-trade 17,71,77,631 12,71,31,488

17,71,77,631 12,71,31,488

Closing Stock Stock-in-trade 19,34,44,966 17,71,77,631

19,34,44,966 17,71,77,631Total (1,62,67,335) (5,00,46,143)


34

For the year ended For the year ended 31st March, 2013 31st March, 2012

��

23 EMPLOYEE BENEFITS EXPENSE

Salaries, wages and bonus 8,90,61,825 7,74,06,534

Contributions to -

Provident fund and other funds 69,27,242 58,11,987

Gratuity fund contributions 21,79,145 10,16,469

Leave encashment 16,39,730 40,51,307

Staff welfare expenses 42,50,875 32,69,383

Total 10,40,58,817 9,15,55,680

24 FINANCE COSTS

Interest expense 78,04,802 70,26,110

Bank charges 29,82,559 51,33,057

Total 1,07,87,361 1,21,59,167

25 OTHER EXPENSES

Rent 53,55,273 36,06,403

Repairs and maintenance:

Building 6,28,094 15,79,971

Machinery - -

Others 24,99,142 26,76,844

Power and fuel charges 20,33,340 15,29,786

Insurance 28,89,711 26,85,860

Rates and Taxes 40,05,084 26,81,785

Travelling and Conveyance expenses 4,57,06,934 3,23,94,033

Legal and Professional fees 1,11,76,890 82,19,603

Freight and Forwarding expenses 1,87,99,797 1,52,88,101

Clearing and Forwarding expenses 2,32,35,007 1,99,55,495

Advertising and Sales Promotion expenses 5,21,65,115 5,90,46,656

Commission (other than sole selling agent) 64,40,329 60,93,177

Exchange fluctuation 86,39,764 3,41,78,469

Loss on sale of investment - 1,08,86,800

Loss on sale of fixed assets - 7,33,074

Miscellaneous expenses 2,69,09,756 1,29,12,588

Total 21,04,84,236 21,44,68,645

26 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

Particulars As at As at31st March, 2013 �� 31st March, 2012 ��

Guarantee given on behalf of body corporate 23,00,000 23,00,000

Income tax 1,73,33,543 1,73,33,543

Sales tax matters in dispute (including interest wherever applicable) 10,45,206 18,19,060


35

27 AUDITORS REMUNERATION

Particulars For the year ended For the year ended31st March, 2013 31st March, 2012

��

Statutory audit fees (including service tax) 4,38,204 4,38,204

Certification work (including service tax) 2,58,428 2,54,720

Out-of-pocket expenses 34,168 34,581

Total 7,30,800 7,27,505

28 RETIREMENT BENEFIT

A) Defined Benefit Plans

The following table sets out the funded status of the gratuity plan and unfunded status of Leave Encashment and theamounts recognized in the Company's financial statements as at 31st March, 2013

a) Gratuity Fund (Funded)

Particulars As at As at31st March, 2013 �� 31st March, 2012 ��

i) Changes in benefit obligation:Projected benefit obligations, beginning 51,24,035 44,63,280of the year (1st April, 2012)Interest cost 4,09,923 3,57,062Service cost 14,56,441 12,15,414Benefits paid (4,90,962) (7,57,948)Actuarial (gain) / loss 8,09,609 (1,53,773)Projected benefit obligation, end of the year 73,09,046 51,24,035

ii) Change in plan assets:Fair value of the plan assets, beginning of the year (1st April, 2012) 57,91,459 48,10,504Actual return on plan assets 4,96,828 4,02,234Employers' contribution - 13,36,669Benefits paid (4,90,962) (7,57,948)Fair value of plan assets at the end of the year 57,97,325 57,91,459Bank balance - -Total fair value of plan assets at the end of the year 57,97,325 57,91,459Excess of obligation over plan assets 15,11,721 (6,67,424)Accrued liability 15,11,721 (6,67,424)

iii)Reconciliation of fair value of assets and obligations:Present value of the obligation 73,09,046 51,24,035Fair value of plan assets 57,97,325 57,91,459Un-funded liability / (assets) 15,11,721 (6,67,424)Old outstanding liability related to previous year - -Unrecognized actuarial gains/losses - -Un-funded liability / (assets) recognized in balance sheet 15,11,721 (6,67,424)

iv)Expenses recognised during the year:Service cost 14,56,441 12,15,414Interest on defined benefit obligation 4,09,923 3,57,062Actual return on plan assets (4,96,828) (4,02,234)Net actuarial (gain)/loss recognized in the year 8,09,609 (1,53,773)Net gratuity 21,79,145 10,16,469


36

v) Investment details:Particulars % investedL. I. C Group Gratuity Policy 100%

vi) Actuarial assumptions:Particulars As at As at

31st March, 2013 31st March, 2012Mortality table (L.I.C) 1994-96 (Ultimate) 1994-96 (Ultimate)Retirement age 58 years 58 yearsWithdrawal rates 1.00% per annum 1.00% per annumFuture salary rise 5.00% per annum 5.00% per annumRate of discounting 8.00% per annum 8.00% per annumRate of increase in compensation level 5.00% per annum 5.00% per annum

vii) Amounts for the current and previous four years are as follows:

�� #"��' #"��' #"��' #"��' #"��'!("#��$�% !("!�$�% !(""$�% �!("(�$�% !((/�$�%

:�6��B��6��B"�� 7�12812�9 5 1$�12�5 ��19�1$02 �81�21827 � 1$21 � >"��,��"��B��4�B�"��- 571871�$5 5718 1�58 5218�1 2 �71 19 $ $71 81 �2,%��"�-�?��:�6�� 51 17$ ,91971�$�- ,91�210$ - 918$18 F 81251027F��(��&��>"��"��B�"��"��?�,��- 01281928 15�177� ,71�91999- 721$57 �1��1027��"�� 15 71�8� 1 91 �8 79107$ �21��5F��"��"��&��"��

b) Leave encashment (Unfunded)Changes in Benefit Obligation:

Particulars As at As at31st March, 2013 (�� 31st March, 2012 (��

Actuarial Value of Projected Benefit Obligations 36,02,166 15,20,436(PBO) (Opening Balance)

Interest Cost 2,88,173 1,21,635

Service Cost 10,05,261 8,41,119

Benefits Paid / Accrued 11,69,459 24,08,630

Actuarial Gain / Loss on obligations 3,46,296 35,27,606

PBO at the end (Closing Balance) 40,72,437 36,02,166

a) Balance Sheet Statement:

Particulars As at As at31st March, 2013 (�� 31st March, 2012 (��

Present value of the Obligation 40,72,437 36,02,166

Fair value of plan assets NIL NIL

Un-funded Liability 40,72,437 36,02,166

Unrecognized actuarial gains / losses NIL NIL

Un-funded liability recognized in Balance Sheet 40,72,437 36,02,166


37

b) Statement of Profit and Loss:

Particulars For the year ended For the year ended31st March, 2013 (�� 31st March, 2012 (��

Interest Cost (�) 2,88,173 1,21,635

Service Cost (�) 10,05,261 8,41,119

Expected return on plan assets (�) NIL NIL

Actuarial Gain / (Loss) recognized (�) ( 3,46,296) (35,27,606)

Net Loss to be provided as expense in Statement of Profit and Loss (�) 16,39,730 44,90,360

Date of Valuation 31st March, 2013 31st March, 2012

Discounting Rate 8.00% per annum 8.00% per annum

Rate of Increase in Compensation level 5.00% per annum 5.00% per annum

Rate of Return on Plan Assets N.A. N.A.Amounts for the current and previous four years are as follows:

�� #"��' #"��' #"��' #"��' #"��'!("#�$�% !("!�$�% !(""$�% �!("(�$�% !((/�$�%

:�6��.��6��AB"�� 217$1��7 �912$1 99 51$21��9 $1 �157 $1$71�9�>"��!��,��"��B��4�B�"��- ��! ��! ��! ��! ��!%��"��?�,�:�6��- ��! ��! ��! ��! ��!��!�(��&��>"��*��B�"��*��?�,�+��- �1�91$89 �2100155� �12510 7 ,$18 1�00- 01 �1$82��>"��!�� ! ��! ��! ��! ��!

B) Define contribution planThe Company has recognised the following amount in Statement of Profit and Loss which are included under contributionto provident and other fundsParticulars For the year ended For the year ended

31st March, 2013 �� 31st March, 2012 ��a) Provident Fund

Employers contribution to Provident fund 34,35,606 27,34,670Employers contribution to Pension Scheme 20,79,898 18,60,531

b) Employee State Insurance Corporation (ESIC)Employers contribution to ESIC* 12,07,667 11,03,043

* The said amount excludes � 76,632/- on account of inspection.29 SEGMENT REPORTING

As the Company's business activity fall within a single primary business segment viz FMCG products and its operation are withinIndia, the disclosure requirement of Accounting Standard - 17 "Segment Reporting notified in Companies (Accounting Standards)Rules 2006 is not applicable.

30 RELATED PARTY DISCLOSURESRelated party disclosures, as required by Accounting Standard 18 - "Related Party Disclosures" issued by the Institute of CharteredAccountants of India, are given below:A) Names of related parties and description of relationship:

a) Enterprises where KMP/ Relatives of KMP have significant influenceRasoi LimitedHindustan Composites LimitedLooklink Finance LimitedPallawi Resources LimitedSurdas Trading & Mfg. Co. LimitedPallawi Trading & Mfg. Co. LimitedAxon Trading & Mfg. Co. LimitedLotus Udyog LimitedGoodpoint Advisory Services and Investments LimitedNoble Trading Company LimitedSilver Trading & Services LimitedManoj Mody Foundation - (Mr. Raghu Mody and Mr. Varunn Mody - Trustees)JLM Employees Trust - (Mr. Raghu Mody and Mr. Varunn Mody - Trustees)


38

b) Key Management Personnel (KMP) and Relatives of KMPMr. Raghu Mody - ChairmanMr. Varunn Mody - DirectorMrs. Sakshi Mody - Relative of DirectorLt. Gen. (Retd.) K. S. Brar - Director (upto 18th May, 2012)Mr. Atul Tandan - DirectorMr. Shamsunder Aggarwal - DirectorMr. Sanjay Kothari - DirectorMr. Sohan Sarda - Manager

B) Related Party TransactionsParticulars Key Management Personnel Enterprises where KMP / Relatives Total ��

(KMP) �� of KMP have significant influence ��Year ended on Year ended on Year ended on

31st March, 31st March, 31st March, 31st March, 31st March, 31st March,2013 2012 2013 2012 2013 2012

Loan given / (Received back) Rasoi Limited - - - 2,10,00,000 - 2,10,00,000Rasoi Limited - - - (2,10,00,000) - (2,10,00,000)Total - - - - - -

Loan taken / (Repaid back) Hindustan Composites Limited - - 11,50,00,000 8,50,00,000 11,50,00,000 8,50,00,000Hindustan Composites Limited - - (6,50,00,000) (8,50,00,000) (6,50,00,000) (8,50,00,000)Rasoi Limited - - - 70,00,000 - 70,00,000Rasoi Limited - - - (70,00,000) - (70,00,000)Total - - 5,00,00,000 - 5,00,00,000 -

Deposit given / (Received back) Rasoi Limited - - - 5,00,00,000 - 5,00,00,000Rasoi Limited - - (5,00,00,000) (7,00,00,000) (5,00,00,000) (7,00,00,000)Total - - (5,00,00,000) (2,00,00,000) (5,00,00,000) (2,00,00,000)

Sale (Including otherrelated income)

Rasoi Limited - Oil - - 22,49,30,900 25,30,73,139 22,49,30,900 25,30,73,139Rasoi Limited - FMCG Products - - - 29,756 - 29,756

Total - - 22,49,30,900 25,31,02,895 22,49,30,900 25,31,02,895Other Income (Sale of Assets)

Hindustan Composites Limited - - 2,08,125 - 2,08,125 - Total - - 2,08,125 - 2,08,125 -Rent received from

Hindustan Composites Limited - - 12,00,000 12,81,975 12,00,000 12,81,975Manoj Mody Foundation - - 1,32,000 37,258 1,32,000 37,258

Total - - 13,32,000 13,19,233 13,32,000 13,19,233Rent paid to

Rasoi Limited - - 2,84,648 2,67,253 2,84,648 2,67,253Silver Trading & Services Limited - - - 60,000 - 60,000Pallawi Resources Limited - - - 23,002 - 23,002Hindustan Composites Limited 8,00,000 - 8,00,000 -Rasoi Limited - - - 33,948 27,528 33,948 27,528Service Tax on RentPallawi Resources Limited - - - 2,371 - 2,371Service Tax on Rent

Total - - 11,18,596 3,80,154 11,18,596 3,80,154


39

Particulars Key Management Personnel Enterprises where KMP / Relatives Total ��(KMP) �� of KMP have significant influence ��

Year ended on Year ended on Year ended on 31st March, 31st March, 31st March, 31st March, 31st March, 31st March,

2013 2012 2013 2012 2013 2012Service charges paid to

Axon Trading & Mfg. Co. Limited - - - 1,35,000 - 1,35,000Total - - - 1,35,000 - 1,35,000

Interest received from Rasoi Limited - - 3,21,404 4,97,310 3,21,404 4,97,310

Total - - 3,21,404 4,97,310 3,21,404 4,97,310Interest paid to

Hindustan Composites Limited - - 39,65,753 5,52,192 39,65,753 5,52,192Rasoi Limited - - - 6,904 - 6,904

Total - - 39,65,753 5,59,096 39,65,753 5,59,096Reimbursement of expense to

Hindustan Composites Ltd.-Insurance - - 55,340 - 55,340 - Total - - 55,340 - 55,340 -Reimbursement of expense from

Rasoi Limited - - 1,64,110 - 1,64,110 - Total - - 1,64,110 - 1,64,110 -Remuneration

Mrs. Sakshi Mody 11,46,826 - - - 11,46,826 -Mr. Sohan Sarda 26,37,639 - - - 26,37,639

Total 37,84,465 - - - 37,84,465 -Director sitting fee

Mr. Raghu Mody 30,000 22,000 - - 30,000 22,000Mr. Varunn Mody 20,000 25,000 - - 20,000 25,000Other Directors 1,20,000 1,76,000 - - 1,20,000 1,76,000

Total 1,70,000 2,23,000 - - 1,70,000 2,23,000Dividend received from

Rasoi Limited - - 7,20,124 9,00,155 7,20,124 9,00,155

Hindustan Composites Limited - - 7,38,468 7,38,468 7,38,468 7,38,468

Total - - 14,58,592 16,38,623 14,58,592 16,38,623

Dividend paid to Rasoi Limited - - 2,72,800 2,48,927 2,72,800 2,48,927 Hindustan Composites Limited - - 2,72,800 2,49,349 2,72,800 2,49,349 Looklink Finance Limited - - 1,13,319 1,13,319 1,13,319 1,13,319 Pallawi Resources Limited - - 94,600 94,600 94,600 94,600 Surdas Trading & Mfg. Co. Limited - - 78,742 78,742 78,742 78,742 Pallawi Trading & Mfg. Co. Limited - - 30,000 30,000 30,000 30,000 Axon Trading & Mfg. Co. Limited - - 20,490 20,490 20,490 20,490 Lotus Udyog Limited - - 18,400 18,400 18,400 18,400 Goodpoint Advisory Serv. and Inv. Ltd. - - 14,000 14,000 14,000 14,000 Noble Trading Company Limited - - 8,866 8,866 8,866 8,866 Silver Trading & Services Limited - - 5,736 5,736 5,736 5,736 Raghu Mody 250 250 - - 250 250 Varunn Mody 135 135 - - 135 135 JLM Employee Trust 25,200 25,200 25,200 25,200

Total 385 385 9,54,953 9,07,629 9,55,338 9,08,014


40

C) Outstanding Balance as on 31st March, 2013

Particulars Key Management Personnel Enterprises where KMP / Relatives Total ��(KMP) �� of KMP have significant influence ��

Year ended on Year ended on Year ended on 31st March, 31st March, 31st March, 31st March, 31st March, 31st March,

2013 2012 2013 2012 2013 2012Deposit given

Rasoi Limited - - - 5,00,00,000 - 5,00,00,000

Sundry debtors

Rasoi Limited - - 9,46,70,387 19,53,16,587 9,46,70,387 19,53,16,587

Loan Taken

Hindustan Composites Limited - - 5,00,00,000 - 5,00,00,000 -(Net of TDS)

Interest receivable

Rasoi Limited - - 2,89,264 3,22,899 2,89,264 3,22,899

Interest payable

Hindustan Composites Limited - - 1,60,274 - 1,60,274 -

Investment in

Rasoi Limited - - 8,36,65,727 8,36,65,727 8,36,65,727 8,36,65,727

Hindustan Composites Limited - - 12,60,81,038 12,60,81,038 12,60,81,038 12,60,81,038

Advance given for expense

Hindustan Composites Limited - - 37,752 - 37,752 -

Disclosure of loans and advances as per Clause 32 of Listing Agreement as at 31st March, 2013 and the maximum amount ofoutstanding during the year is � Nil.

Notes: (i) No amount pertaining to related parties have been provided for as doubtful debts. Also, no amount has beenwritten off / back.

(ii) The related parties are identified based on information available with the Company.

31 EARNINGS PER SHARE

Earnings Per Share, as required by Accounting Standard 20 - "Earnings Per Share" issued by the Institute of CharteredAccountants of India, is given below:

Earnings Per Share is calculated by dividing the profit attributable to the Equity shareholders by the weighted average numberof equity shares outstanding during the year. The net profit considered for calculation of EPS is as follows:

Particulars For the year ended For the year ended31st March, 2013 31st March, 2012

Profit after taxation as per Statement of Profit and Loss �� 1,42,62,318 9,65,127

Net profit for calculation of basic / diluted EPS �� 1,42,62,318 9,65,127

Weighted average number of equity shares outstanding 13,65,034 13,65,034

Basic & diluted earnings per share (Face value � 10/- per share) �� 10.45 0.71

32 Provision for current tax include � 1,40,100 (P.Y. � 1,40,267) and � 57,128/- (P.Y. � Nil) in respect of wealth tax and Income taxof earlier years respectively.

33 In respect of properties taken/given on lease by the Company, the Lease agreements are mutually renewable/ cancelable.


41

34 VALUE OF IMPORTS ON CIF BASIS

Particulars For the year ended For the year ended31st March, 2013 �� 31st March, 2012 ��

Trading

Edible oil – bulk 21,10,22,979 20,80,68,022

Personal and health care 11,84,22,522 21,87,69,141

35 EXPENDITURE IN FOREIGN CURRENCY

Travelling 20,84,788 5,93,672

Other expenses 47,92,972 48,35,657

36 FOREIGN CURRENCY EXPOSURE

Particulars Currency Non – Hedged Hedged

31st March, 2013 31st March, 2012 31st March, 2013 31st March, 2012

Creditors USD 16,54,332.78 31,75,063.11 - 21,65,149.18

JPY 4,53,43,920.00 6,12,56,179.00 - -

EURO 4,12,344.88 - - -

HKD 4,76,768.36 3,44,852.02 - -

Advance to creditors USD 4,686.94 4,686.94 - -

37 Previous years' figures have been regrouped/reclassified whenever necessary, to conform to current years' classification.

Signatures to Notes 1 to 37 which form an integral part of the financial statements.

For and on behalf of the Board of Directors

Raghu Mody Varunn Mody Chairman Director

Sanjay Kothari Atul TandanDirector Director Sohan Sarda

Place : Mumbai GM - Finance & ManagerDate : 10th May, 2013


42

GREEN INITIATIVE

Dear Sir / Madam,

The Ministry of Corporate Affairs, vide its Circular nos. 17/2011 dated 21st April, 2011 and 18/2011 dated 29th April, 2011 has takena “Green Initiative” by allowing paperless compliances by the companies to serve the requisite documents to its members vide e-mode, in pursuance to Section 53 of the Companies Act, 1956. Accordingly, the Company shall be required to update its databaseby incorporating your designated e-mail ID in its records.

You are thus requested to kindly submit your e-mail ID vide the e-mail updation form attached with this note. The same could bedone by filling up and signing at the appropriate place in the said form and by returning this letter by post or by sending scan copythrough e-mail at [email protected]

This e-mail ID provided shall be updated subject to successful verification of your signatures as per record available with the RTA ofthe Company.

Thanking you,

Yours faithfully,For J. L. Morison (India) Limited

Sohan SardaGM - Finance & Manager

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Dated ________________

The GM-Finance & ManagerJ. L. Morison (India) Limited,Peninsula Business Park,Tower ‘A’, 8th floor, Senapati Bapat Marg,Lower Parel, Mumbai - 400 013.

Sub : E-mail updation

Dear Sir,

In view of the MCA Circular no. 17/2011 dated 21st April, 2011, I/we :

Name of the sole / Joint holder(s) Father’s / Husband’s Name

holding ________________ nos. of shares of J. L. Morison (India) Limited vide Folio No. ___________________ DP ID / Client ID

________________________, do hereby wish to receive all future correspondence of the Company at the following e-mail ID :

E-mail ID : ___________________________________________________________

I/we hereby declare that the particulars given hereinabove are true, correct and complete. I/we hereby undertake to promptly informJ. L. Morison (India) Limited of any changes to the information provided hereinabove.

You are requested to please update the same in your records.

Thanking you,Yours truly,

Sole / First holder Second holder Third holder

(Specimen as registered with the Company)

Note : Kindly submit your e-mail ID by filling up and signing at the appropriate place provided hereinabove and furnishing this form :

i) by post; orii) by way of a scan copy through e-mail at [email protected]

The e-mail ID provided shall be updated subject to successful verification of your signatures.

J. L. Morison (India) LimitedRegd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001

(To be completed and presented at the Entrance)

ATTENDANCE SLIP

Regd. Folio No.

Client ID / DP ID

No. of Shares held

Name (of the attendingMember or Proxy) (IN BLOCK LETTERS), I hereby record my presence at the 78th ANNUAL GENERAL MEETING of the Company,to be held on Tuesday, the 24th day of September, 2013 at 11.30 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017.

Member’s/Proxy’s Signature

Notes:

1. Interested Joint Members may obtain Attendance Slips from the Registered Office of the Company.

2. Members' / Joint Members' Proxies are requested to bring the Attendance Slips with them. Duplicate slips will not be issued atthe venue.

J. L. Morison (India) LimitedRegd. Off. : ‘Rasoi Court’, 20, Sir R.N. Mukherjee Road, Kolkata - 700 001

PROXY FORM

Regd. Folio No.

Client ID / D.P. ID

No. of Shares held

I/We of being a Member /

Members of J. L. Morison (India) Limited hereby appoint of

or failing him of

as my/our proxy to vote for me/us, on my /our behalf at the 78th ANNUAL GENERAL MEETING of the Company, to be held onTuesday, the 24th day of September, 2013 at 11.30 a.m. at Kala Kunj, 48, Shakespeare Sarani, Kolkata - 700 017or any adjournmentthereof.

Signed on day of 2013

Signature of member

Notes: This form must be deposited at the Registered Office of the Company not later than 48 hours before the time of AnnualGeneral Meeting.

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Affix15 paiseRevenue

Stamp

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